0001209191-21-037897.txt : 20210603 0001209191-21-037897.hdr.sgml : 20210603 20210603184627 ACCESSION NUMBER: 0001209191-21-037897 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210528 FILED AS OF DATE: 20210603 DATE AS OF CHANGE: 20210603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO. LLC CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21994139 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS & CO DATE OF NAME CHANGE: 19931102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21994140 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bridge Street Opportunity Advisors, L.L.C. CENTRAL INDEX KEY: 0001615636 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21994138 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goldman Sachs PSI Global Holdings, LLC CENTRAL INDEX KEY: 0001865223 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21994137 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: (212) 902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: StoneBridge 2020, L.P. CENTRAL INDEX KEY: 0001802332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21994136 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonebridge 2020 Offshore Holdings II, L.P. CENTRAL INDEX KEY: 0001864626 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21994135 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: (212) 902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Flywire Corp CENTRAL INDEX KEY: 0001580560 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 270690799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 141 TREMONT STREET, SUITE 10 CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 617-329-4524 MAIL ADDRESS: STREET 1: 141 TREMONT STREET, SUITE 10 CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: peerTransfer Corp DATE OF NAME CHANGE: 20130701 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-05-28 0 0001580560 Flywire Corp FLYW 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0000769993 GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001615636 Bridge Street Opportunity Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001865223 Goldman Sachs PSI Global Holdings, LLC 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001802332 StoneBridge 2020, L.P. 200 WEST STREET NEW YORK NY 10282-2198 1 0 0 0 0001864626 Stonebridge 2020 Offshore Holdings II, L.P. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 Class A Common Stock 2021-05-28 4 C 0 2909892 A 2909892 I See footnote Class A Common Stock 2021-05-28 4 C 0 172125 A 3082017 I See footnote Class A Common Stock 2021-05-28 4 C 0 3082017 D 0 I See footnote Voting Common Stock 2021-05-28 4 C 0 3082017 A 3082017 I See footnote Series E-1 Preferred Stock 2021-05-28 4 C 0 2909892 D Class A Common Stock 2909892 0 I See footnote Series E-2 Preferred Stock 2021-05-28 4 C 0 4115058 D Class B Common Stock 4115058 0 I See footnote Class B Common Stock 2021-05-28 4 C 0 4115058 A Non-Voting Common Stock 4115058 4115058 I See footnote Class B Common Stock 2021-05-28 4 C 0 4115058 D Non-Voting Common Stock 4115058 0 I See footnote Non-Voting Common Stock 2021-05-28 4 C 0 4115058 A Voting Common Stock 4115058 4115058 I See footnote Series F-1 Preferred Stock 2021-05-28 4 C 0 172125 D Class A Common Stock 172125 0 I See footnote Each share of Flywire Corporation's (the "Issuer") Series E-1 Preferred Stock and Series F-1 Preferred Stock automatically converted on a one for one basis into Class A Common Stock immediately prior to the closing of the Issuer's initial public offering, and each share of the Issuer's Series E-2 Preferred Stock automatically converted on a one for one basis into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Conversion"). The shares have no expiration date. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Goldman Sachs PSI Global Holdings, LLC ("GSPSI"), StoneBridge 2020, L.P. ("SB Fund"), StoneBridge 2020 Offshore Holdings II, L.P. ("SB Fund Offshore" and, together with SB Fund, the "SB Funds") and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street"). Ms. Jo Natauri serves as a member of the Board of Directors of the Issuer and is an employee of GS Group. Each of GS Group, Goldman Sachs, GSPSI, the SB Funds and Bridge Street is a director by deputization of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. (Continued in Footnote 3 below) (Continued from Footnote 2 above). This report shall not be deemed an admission that any of the Reporting Persons are a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of the SB Funds, and Bridge Street is the general partner of the SB Funds. Each of Bridge Street and GSPSI is wholly owned by GS Group. GSPSI held 2,855,574 shares of Series E-1 Preferred Stock, 4,038,246 shares of Series E-2 Preferred Stock and 168,915 shares of Series F-1 Preferred Stock. SB Fund held 35,547 shares of Series E-1 Preferred Stock, 50,268 shares of Series E-2 Preferred Stock and 2,103 shares of Series F-1 Preferred Stock. SB Fund Offshore held 18,771 shares of Series E-1 Preferred Stock, 26,544 shares of Series E-2 Preferred Stock and 1,107 shares of Series F-1 Preferred Stock. All of these shares were converted into shares of Class A Common Stock or Class B Common Stock, as applicable, on a one-for-one basis in connection with the Conversion. (Continued in Footnote 6 below) (Continued from Footnote 5 above). Because of the relationships among GS Group, Goldman Sachs, Bridge Street, the SB Funds and GSPSI, each of GS Group and Goldman Sachs may be deemed a beneficial owner of the Class A Common Stock and Class B Common Stock and, following the Reclassification (as defined below), the Voting Common Stock and Non-Voting Common Stock held by GSPSI and the SB Funds, and Bridge Street may be deemed a beneficial owner of the shares of Class A Common Stock and Class B Common Stock and, following the Reclassification, the Voting Common Stock and Non-Voting Common Stock held by the SB Funds. Each share of the Issuer's Class A Common Stock was automatically converted into one share of Voting Common Stock following the Conversion, and immediately prior to the closing of the Issuer's initial public offering (the "Reclassification"). Each share of the Issuer's Class B Common Stock was automatically converted into one share of Non-Voting Common Stock following the Conversion, and immediately prior to the closing of the Issuer's initial public offering. /s/ Jamison Yardley, Attorney-in-fact 2021-06-03 /s/ Jamison Yardley, Attorney-in-fact 2021-06-03 /s/ Jamison Yardley, Attorney-in-fact 2021-06-03 /s/ Jamison Yardley, Attorney-in-fact 2021-06-03 /s/ Jamison Yardley, Attorney-in-fact 2021-06-03 /s/ Jamison Yardley, Attorney-in-fact 2021-06-03